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When the youngest of three sons inherits only a cat, he believes he is destined to die of starvation. But the cat turns out to be rather an extraordinary animal. Not only is he able to speak, he is also a highly resourceful and cunning creature.The cat asks for a pair of boots and a sack. He uses the sack to catch rabbits and partridges which he presents to the King as gifts from the "Marquis of Carabas". The King is curious to meet the mysterious Marquis who sends such generous gifts. The cat manages to arrange a meeting... and by a clever plan also arranges fine clothes, a castle, and land and a princess for his master.